exv10w2






Exhibit 10.2




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST ___, 2008)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




     Unless otherwise defined herein, the terms defined in the Atmel Corporation 2005 Stock Plan
(the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units
(the “Notice of Grant”).



     Name:



     Address:



     You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject
to the terms and conditions of the Plan and this Notice of Grant, the Restricted Stock Unit
Agreement, attached hereto as Exhibit A, and the Performance Matrix, attached hereto as Exhibit B
(together, the “Award Agreement”), as follows:



	 	 	 
	Grant Number:

	 	                                                            
	 
	 	 
	Grant Date:

	 	                                                            
	 
	 	 
	Maximum Number
of Restricted Stock Units:

	 	[INSERT]
	 
	 	 
	Performance Period:

	 	[July 1, 2008 through December 31, 2011]
	 
	 	 
	Performance Matrix:

	 	The number of Restricted Stock
Units, if any, in which you may vest in accordance with the Vesting Schedule below will
depend upon achievement of goals for the Company’s Operating
Margin during the Performance Period and will be determined in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B.
	 
	 	 
	Vesting Schedule:

	 	The Participant will vest on the date the Administrator
determines the number of Restricted Stock Units earned in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B (the “Vesting Date”),
provided that (i) such determination will be made within
[forty-five (45)] days after the end of each Quarterly
Performance Period beginning on or after the fourth Quarterly
Performance Period and (ii) as of the date of such
determination, the Participant must have been a Service
Provider for at least four (4) full Quarterly Performance






 









 






	 	 	 
	 

	 	Periods, as determined by the Administrator in its sole
discretion. Except as otherwise provided in Exhibit A, the
Participant will not vest in the Restricted Stock Units unless
he or she remains a Service Provider through each Vesting
Date.






     Your signature below indicates your agreement and understanding that this Award is subject to
and governed by the terms and conditions of the Plan and this Award Agreement. For example,
important additional information on vesting and forfeiture of the Restricted Stock Units is
contained in paragraphs 3 through 5 of Exhibit A. PLEASE BE SURE TO READ ALL OF EXHIBIT A AND
EXHIBIT B, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. You further
represent that you have reviewed the Plan and this Award Agreement in their entirety, have had an
opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully
understand all provisions of the Plan and Award Agreement. You hereby agree to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions
relating to the Plan and Award Agreement. You further agree to notify the Company upon any change
in the residence address indicated below.



	 	 	 	 	 
	PARTICIPANT:

	 	 	 	ATMEL CORPORATION
	 
	 	 	 	 
	 

	 	 	 	 
	Signature

	 	 	 	By
	 
	 	 	 	 
	 

	 	 	 	 
	Print Name

	 	 	 	Title
	 
	 	 	 	 
	DATED:
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Residence Address
	 	 	 	 






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EXHIBIT A




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST ___, 2008)




RESTRICTED STOCK UNIT AGREEMENT




     1. Grant.



          1.1. The Company hereby grants to the Participant under the Plan an Award of the Maximum
Number of Restricted Stock Units set forth on the first page of this Award Agreement, subject to
all of the terms and conditions in this Award Agreement and the Plan.




          1.2. The number of Restricted Stock Units in which the Participant may vest, if any, will
depend upon achievement of goals for the Company’s Operating Margin during the Performance Period
and will be determined as follows:




                    1.2.1. The Company’s Operating Margin for each Quarterly Performance Period will be determined
and certified by the Administrator following the end of each such Quarterly Performance Period, but
in no event later than [forty-five (45)] days thereafter.




                    1.2.2. Following the end of each Quarterly Performance Period beginning with the fourth
Quarterly Performance Period, but in no event later than [forty-five (45)] days thereafter, the
Administrator will determine and certify the Company’s Current Average Operating Margin and the
Company’s Performance Period-To-Date Average Operating Margin.




                         1.2.2.1. If the Company’s (i) Performance Period-To-Date Average Operating Margin equals or
exceeds [___] percent (___%), (ii) the Operating Margin for at least four (4) of the
Quarterly Performance Periods during the Determination Period equals or exceeds [___] percent
(___%), and (iii) the Participant has been a Service Provider for at least four (4) full Quarterly
Performance Periods, as determined by the Administrator in its sole discretion, the Administrator
then will identify the Percent of Maximum Shares Earned by comparing the Company’s Current Average
Operating Margin to the Performance Matrix, attached hereto as Exhibit B. The Participant will
vest on the applicable Vesting Date in the number of Restricted Stock Units determined by (y)
multiplying the Maximum Number of Restricted Stock Units set forth on the first page of this Award
Agreement by the Percent of Maximum Shares Earned determined in accordance with the preceding
sentence, rounded down to the nearest whole Share and (z) subtracting the number of any previously
vested Restricted Stock Units.



                         1.2.2.2. If the Company’s (i) Performance Period-To-Date Average Operating Margin is less than
[___] percent (___%), (ii) the Company’s Operating Margin for at least four of the
Quarterly Performance Periods during the Determination Period did not equal or exceed [___]
percent (___%), or (iii) the Participant has not been a Service Provide for at least four (4) full
Quarterly Performance Periods, as determined by the Administrator in its sole discretion, the
Participant will not vest in any Restricted Stock Units on the applicable Vesting Date. The number
of Restricted Stock Units in which the Participant may vest, if any, will depend upon



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achievement during subsequent Quarterly Performance Periods of goals for the Company’s
Operating Margin.



          1.3. Definitions.




               1.3.1. For purposes of this Award Agreement, “Annual Revenue” will have the meaning ascribed
to such term in Section 3(d) of the Plan, but will be determined for each Quarterly Performance
Period. Annual Revenue for a Quarterly Performance Period will be adjusted in accordance with
Section 3(jj) of the Plan to exclude the Company’s FAS 123R stock compensation expense, legal,
accounting and related expenses associated with independent investigations, restructuring and
impairment charges, and acquisition related charges incurred during such Quarterly Performance
Period.



               1.3.2. For purposes of this Award Agreement, “Current Average Operating Margin” will mean:



                    1.3.2.1. As of the end of the fourth Quarterly Performance Period, the average of the
Operating Margins for the first four (4) Quarterly Performance Periods;



                    1.3.2.2. As of the end of the fifth Quarterly Performance Period, the average of the (4) four
highest Operating Margins for the period including such Quarterly Performance Period and the four
(4) immediately preceding consecutive Quarterly Performance Periods; and



                    1.3.2.3. As of the end of each Quarterly Performance Period thereafter, the average of the (4)
four highest Operating Margins for the period including such Quarterly Performance Period and the
five (5) immediately preceding consecutive Quarterly Performance Periods.



               1.3.3. For purposes of this Award Agreement, “Determination Period” will mean:



                    1.3.3.1. As of the end of the fourth Quarterly Performance Period and the fifth Quarterly
Performance Period, the period including the first four (4) Quarterly Performance Periods and the
first five (5) Quarterly Performance Periods, respectively;



                    1.3.3.2. As of the end of each Quarterly Performance Period thereafter, the period including
such Quarterly Performance Period and the five (5) immediately preceding consecutive Quarterly
Performance Periods.



               1.3.4. For purposes of this Award Agreement, “Operating Margin” will mean, as to any Quarterly
Performance Period, the percentage equal to the Company’s Operating Profit for such Quarterly
Performance Period divided by the Company’s Annual Revenue for such Quarterly Performance Period.



               1.3.5. For purposes of this Award Agreement, “Operating Profit” for a Quarterly Performance
Period will have the meaning ascribed to such term in Section 3(bb) of the Plan. Operating Profit
for a Quarterly Performance Period will be adjusted in accordance with Section 3(jj) of the Plan to
exclude the Company’s operating expenses, FAS 123R stock compensation expense, legal, accounting
and related expenses associated with independent investigations,



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restructuring and impairment charges, and acquisition related charges incurred during such
Quarterly Performance Period.



               1.3.6. For purposes of this Award Agreement, “Performance Period-To-Date Average Operating
Margin” will mean, as of the end of a Quarterly Performance Period, the average of the Operating
Margins for the period including such Quarterly Performance Period and all previous Quarterly
Performance Periods.



               1.3.7. For purposes of this Award Agreement, “Quarterly Performance Period” will mean each
fiscal quarter of the Company that occurs during the Performance Period. For the avoidance of
doubt, the Performance Period will consist of fourteen (14) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are paid to the Participant in payment for vested Restricted Stock units, par
value will be deemed paid by the Participant for each Restricted Stock Unit by services rendered by
the Participant to the Company, and will be subject to the appropriate tax withholdings.




     2. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the
Fair Market Value of a Share on the date it vests. Unless and until the Restricted Stock Units
will have vested in the manner set forth in paragraphs 3 through 5, the Participant will have no
right to payment of any such Restricted Stock Units. Prior to actual payment of any vested
Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company.



     3. Vesting Schedule. Subject to paragraphs 4 and 5, the Restricted Stock Units
awarded by this Award Agreement will vest in the Participant according to the Vesting Schedule set
forth on the first page of this Award Agreement, subject to the Participant’s continuing to be a
Service Provider through each such Vesting Date.



     4. Change of Control.



          4.1. In the event of a Change of Control during the Performance Period, the Performance Period
shall be deemed to end immediately prior to the Change of Control. The number of Restricted Stock
Units in which the Participant shall be entitled to vest shall be the amount equal to (i) fifty
percent (50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this
Award Agreement less (ii) the number of any previously vested Restricted Stock Units (the
difference referred to herein as the “Modified Number of Restricted Stock Units”). Notwithstanding
anything to the contrary herein and subject to Section 16(c) of the Plan, the Modified Number of
Restricted Stock Units will be scheduled to vest in accordance with the following schedule, subject
to the Participant continuing to be a Service Provider through each vesting date:




               4.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stocks Units, rounded down to the nearest whole Share, will vest
on December 31, 2008. The remaining unvested Modified Number of Restricted Stock Units will vest
in equal annual installments on each of the next three (3) annual anniversaries of December 31,
2008.



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               4.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to December
31, 2009, three-sevenths (3/7) of the Modified Number of Restricted Stock Units, rounded down to
the nearest whole Share, will vest on December 31, 2009. The remaining unvested Modified Number of
Restricted Stock Units will vest in equal annual installments on each of the next two (2) annual
anniversaries of December 31, 2009.



               4.1.3. If the Change of Control occurs after December 31, 2009, but on or prior to December
31, 2010, five-sevenths (5/7) of the Modified Number of Restricted Stock Units, rounded down to the
nearest whole Share, will vest on December 31, 2010. The remaining unvested Modified Number of
Restricted Stock Units will vest on December 31, 2011.



               4.1.4. If the Change of Control occurs after December 31, 2010, one hundred percent (100%) of
the Modified Number of Restricted Stock Units will vest on December 31, 2011.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service three (3) months before or within twelve (12) months following a Change of
Control on account of a termination by the Company (or any Subsidiary) for any reason other than
Cause or on account of a termination by the Participant for Good Reason, then this award
immediately will vest in one hundred percent (100%) of the then unvested Modified Number of
Restricted Stock Units.




          4.3. Definitions.




               4.3.1. For purposes of this Award Agreement, “Cause” will mean (i) the Participant’s willful
and continued failure to perform the duties and responsibilities of his or her position after there
has been delivered to the Participant a written demand for performance from the [INSERT THE
FOLLOWING FOR ALL EMPLOYEES OTHER THAN THE CEO: CEO] [INSERT THE FOLLOWING FOR THE CEO: Board]
which describes the basis for the [INSERT THE FOLLOWING FOR ALL EMPLOYEES OTHER THAN THE CEO:
CEO’s] [INSERT THE FOLLOWING FOR THE CEO: Board] belief that the Participant has not substantially
performed his or her duties and the Participant has not corrected such failure within 30 days of
such written demand; (ii) any act of personal dishonesty taken by the Participant in connection
with his or her responsibilities as an employee of the Company with the intention or reasonable
expectation that such action may result in the substantial personal enrichment of the Participant;
(iii) the Participant’s conviction of, or plea of nolo contendere to, a felony that the Board
reasonably believes has had or will have a material detrimental effect on the Company’s reputation
or business; (iv) a breach of any fiduciary duty owed to the Company by the Participant that has a
material detrimental effect on the Company’s reputation or business; (v) the Participant being
found liable in any Securities and Exchange Commission or other civil or criminal securities law
action or entering any cease and desist order with respect to such action (regardless of whether or
not the Participant admits or denies liability); (vi) the Participant (A) obstructing or impeding;
(B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any
investigation authorized by the Board or any governmental or self-regulatory entity (an
“Investigation”). However, the Participant’s failure to waive attorney-client privilege relating
to communications with his or her own attorney in connection with an Investigation will not
constitute “Cause”; or (vii) the Participant’s disqualification or bar by any governmental or
self-regulatory authority from serving in the capacity contemplated by his or her position or the
Participant’s loss of



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any governmental or self-regulatory license that is reasonably necessary for the Participant
to perform his or her responsibilities to the Company, if (A) the disqualification, bar or loss
continues for more than thirty (30) days, and (B) during that period the Company uses its good
faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any
disqualification, bar or loss continues during the Participant’s employment, the Participant will
serve in the capacity contemplated by his or her position to whatever extent legally permissible
and, if the Participant’s employment is not permissible, he or she will be placed on leave (which
will be paid to the extent legally permissible).



               4.3.2. For purposes of this Award Agreement, “Change of Control” will mean the occurrence of
any of the following events: (i) the consummation by the Company of a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation; (ii) the
consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing more than 50% of the
total voting power represented by the Company’s then outstanding voting securities; or (iv) a
change in the composition of the Board occurring within a one-year period, as a result of which
fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean
directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of those
directors whose election or nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.



               4.3.3. For purposes of this Award Agreement, “Good Reason” will mean the Participant’s
termination of employment within ninety (90) days following the end of the Cure Period (as defined
below) as a result of the occurrence of any of the following without the Participant’s consent: (i)
a material diminution of the Participant’s authority, duties, or responsibilities, relative to the
Participant’s authority, duties, or responsibilities in effect immediately prior to such reduction,
provided, however, that a reduction of authority, duties, or responsibilities that occurs solely as
a necessary and direct consequence of the Company undergoing a Change of Control and being made
part of a larger entity will not be considered material, (ii) a material diminution by the Company
in the base salary of the Participant as in effect immediately prior to such reduction (unless the
Company also reduces the base salary of substantially all other employees of the Company), or (iii)
the relocation of the Participant to a facility or a location more than fifty (50) miles from the
Participant’s then present location; provided, however, that the Participant must provide written
notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90)
days of the initial existence of such condition and such condition must not have been remedied by
the Company within thirty (30) days (the “Cure Period”) of such written notice.



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     5. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary
provision of this Award Agreement, if the Participant ceases to be a Service Provider for any or no
reason, the then-unvested Restricted Stock Units (after taking into account any accelerated vesting
that may occur as the result of any such termination, including in accordance with Section 4.2
above) awarded by this Award Agreement will thereupon be forfeited at no cost to the Company and
the Participant will have no further rights thereunder.



     6. Payment after Vesting. Any Restricted Stock Units that vest in accordance with
paragraph 3 or 4 will be paid to the Participant (or in the event of the Participant’s death, to
his or her estate) in whole Shares as soon as administratively practicable following the applicable
Vesting Date, subject to paragraph 8, but in each such case no later than the date that is
two-and-one-half months from the end of the Company’s tax year that includes the Vesting Date.
Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in
connection with the Participant ceasing to be a Service Provider (provided that such cessation is a
“separation from service” within the meaning of Section 409A, as determined by the Company), other
than due to death, and if (x) the Participant is a “specified employee” within the meaning of
Section 409A at the time of such cessation and (y) the payment of such accelerated Restricted Stock
Units will result in the imposition of additional tax under Section 409A if paid to the Participant
on or within the six (6) month period following the Participant ceasing to be a Service Provider,
then the payment of such accelerated Restricted Stock Units will not be made until the date six (6)
months and one (1) day following the date of such cessation, unless the Participant dies during
such six (6) month period, in which case, the Restricted Stock Units will be paid to the
Participant’s estate as soon as practicable following his or her death, subject to paragraph 8. It
is the intent of this Award Agreement to comply with the requirements of Section 409A so that none
of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder
will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will
be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any proposed, temporary or
final Treasury Regulations and Internal Revenue Service guidance thereunder, as each may be amended
from time to time.



     7. Payments after Death. Any distribution or delivery to be made to the Participant
under this Award Agreement will, if the Participant is then deceased, be made to the Participant’s
designated beneficiary, or if no beneficiary survives the Participant, the administrator or
executor of the Participant’s estate. Any such transferee must furnish the Company with (a)
written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or regulations pertaining to
said transfer.



     8. Withholding of Taxes. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to the Participant, unless and
until satisfactory arrangements (as determined by the Administrator) will have been made by the
Participant with respect to the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such shares so issuable. The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by
one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise
deliverable shares of Common Stock having a Fair Market Value equal to the minimum amount required
to be



8









 







withheld, (c) delivering to the Company already vested and owned shares of Common Stock having
a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient number
of such shares of Common Stock otherwise deliverable to Participant through such means as the
Company may determine in its sole discretion (whether through a broker or otherwise) equal to the
amount required to be withheld. If the Participant fails to make satisfactory arrangements for the
payment of any required tax withholding obligations hereunder at the time any applicable Shares
otherwise are scheduled to vest pursuant to paragraph 3 or 4, the Participant will permanently
forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.



     9. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of the Company
in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares (which may be in book entry form) will have been issued, recorded on the records of the
Company or its transfer agents or registrars, and delivered to the Participant (including through
electronic delivery to a brokerage account). After such issuance, recordation and delivery, the
Participant will have all the rights of a stockholder of the Company with respect to voting such
Shares and receipt of dividends and distributions on such Shares.



     10. No Effect on Employment or Service. The Participant’s employment or other service
with the Company and its Subsidiaries is on an at-will basis only. Accordingly, the terms of the
Participant’s employment or service with the Company and its Subsidiaries will be determined from
time to time by the Company or the Subsidiary employing the Participant (as the case may be), and
the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment or service of the Participant at any time for any reason
whatsoever, with or without good cause. The transactions contemplated hereunder and the Vesting
Schedule set forth on the first page of this Award Agreement do not constitute an express or
implied promise of continued employment for any period of time.



     11. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company at Atmel Corporation, 2325 Orchard Parkway,
San Jose, California 95131, or at such other address as the Company may hereafter designate in
writing.



     12. Grant is Not Transferable. Except to the limited extent provided in paragraph 7,
this Award and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this Award, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this Award
and the rights and privileges conferred hereby immediately will become null and void.



     13. Restrictions on Sale of Securities. The Shares issued as payment for vested
Restricted Stock Units under this Award Agreement will be registered under U.S. federal securities
laws and will be freely tradable upon receipt. However, a Participant’s subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the Company and must
comply with the Company’s insider trading policies, and any other applicable securities laws.



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     14. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     15. Additional Conditions to Issuance of Stock. The Company will not be required to
issue any certificate or certificates for Shares hereunder prior to fulfillment of all the
following conditions: (a) the admission of such Shares to listing on all stock exchanges on which
such class of stock is then listed; (b) the completion of any registration or other qualification
of such Shares under any U.S. state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of
any approval or other clearance from any U.S. state or federal governmental agency, which the
Administrator will, in its absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units
as the Administrator may establish from time to time for reasons of administrative convenience.



     16. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern.



     17. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Board or its Committee administering the Plan will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this
Award Agreement.



     18. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.



     19. Agreement Severable. In the event that any provision in this Award Agreement will
be held invalid or unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.



     20. Modifications to the Award Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly warrants that he
or she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of the Participant, to comply with Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A prior to the actual
payment of Shares pursuant to this Award of Restricted Stock Units.



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     21. Amendment, Suspension or Termination of the Plan. By accepting this Restricted
Stock Unit award, the Participant expressly warrants that he or she has received a right to receive
stock under the Plan, and has received, read and understood a description of the Plan. The
Participant understands that the Plan is discretionary in nature and may be amended, suspended or
terminated by the Company at any time.



     22. Notice of Governing Law. This award of Restricted Stock Units will be governed
by, and construed in accordance with, the laws of the State of California, without regard to
principles of conflict of laws.



     23. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock
Units that may be awarded under the Plan by electronic means, or to request the Participant’s
consent to participate in the Plan by electronic means. The Participant hereby consents to receive
such documents by electronic delivery and if requested, to agree to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third party
designated by the Company.




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EXHIBIT B




ATMEL CORPORATION




2005 STOCK PLAN

PERFORMANCE MATRIX FOR RESTRICTED STOCK UNITS




[INSERT PERFORMANCE MATRIX]